Talvivaaran Kaivososakeyhtiö Oyj : Notice of Annual General Meeting

Stock Exchange Release - 14 May 2014 - Notice is given to the shareholders of Talvivaara Mining Company Plc (the "Company") of the annual general meeting to be held on 12 June 2014 at 11:00 a.m. (Finnish time) in Sotkamo at Hotel Holiday Club Katinkulta, at Katinkullantie 15, FI-88610 Vuokatti, Finland. The reception of persons who have registered for the meeting and the distribution of voting tickets will commence at 10:00 a.m. (Finnish time).

A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING

At the annual general meeting, the following matters will be considered:

1. Opening of the meeting

2. Calling the meeting to order

3. Election of persons to scrutinise the minutes and to supervise the counting
of votes

4. Recording the legality of the meeting

5. Recording the attendance at the meeting and adoption of the list of votes

6. Presentation of the Financial Statements, the Board of Directors' Review and the Auditor's Report for the year 2013

Review by the CEO

7. Adoption of the Financial Statements

8. Resolution on measures to be taken owing to the result of the financial period and the payment of dividend

The Board of Directors proposes that no dividend is paid for 2013 and that the loss for the financial period is entered into the Company's profit/loss account on the balance sheet.

9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability

10. Resolution on the remuneration of the members of the Board of Directors

The Shareholders' Nomination Panel proposes that the annual fee payable to the members of the Board of Directors for the term until the close of the annual general meeting in 2015 be as follows: Chairman of the Board of Directors: EUR 84,000/year (previously EUR 120,000/year), Deputy Chairman (Senior Independent Director): EUR 48,000/year (previously EUR 69,000/year), Chairmen of the Board Committees: EUR 48,000/year (previously EUR 69,000/year), other Non-executive Directors: EUR 33,500/year (previously EUR 48,000/year) and Executive Directors EUR 33,500/year (previously EUR 48,000/year). To the extent a member of the Board of Directors has several positions, such member is entitled only to one (the highest) annual fee payable among such positions while the other fee(s) is/are forfeited.

The Nomination Panel furthermore proposes that, in addition to the annual fee, a fee of EUR 600 per meeting of the Board of Directors or the Board Committees taking place in the member's domicile shall be payable. Should the venue of the meeting be in a European country other than the member's domicile, the fee payable per meeting shall be EUR 1,200. However, a fee of EUR 2,400 per meeting shall be payable, if the member's domicile or the venue of the meeting is outside Europe. For teleconference meetings the fee payable shall be EUR 600 per meeting. The traveling expenses shall be reimbursed in accordance with the
Company's travel policy.

The remuneration of  Executive Directors is included in Directors' base salary, and it is not paid out separately.

11. Resolution on the number of members of the Board of Directors

The Nomination Panel proposes to the annual general meeting that the number of the members of the Board of Directors is confirmed to be seven (7).

12. Election of members of the Board of Directors

The Nomination Panel proposes to the annual general meeting that Mr. Tapani
Järvinen, Mr. Pekka Perä, Mr. Graham Titcombe, Mr. Edward Haslam, Mr. Stuart
Murray and Ms. Maija-Liisa Friman be re-elected, and that Ms. Solveig Törnroos-
Huhtamäki be elected as a new member to the Board of Directors.

13. Resolution on the remuneration of the auditor

The Audit Committee proposes that the auditor be remunerated according to the auditor's approved invoice.

14. Election of the auditor

The Audit Committee proposes that authorised public accountants PricewaterhouseCoopers Oy be elected as auditor. PricewaterhouseCoopers Oy has informed the Company that in the event it is re-elected as auditor, the auditor with principal responsibility will be Mr. Juha Wahlroos.

15. Resolution of the continuation of the corporate reorganisation application in respect of the Company

The district court of Espoo, Finland, decided to commence the corporate reorganisation process in respect of the Company on 29 November 2013 based on the application of the Board of Directors. The Board of Directors proposes that the annual general meeting would, pursuant to the Finnish Companies Act, resolve to continue the corporate reorganisation application of the Company.

16. Resolution to authorise the Board of Directors to cancel the listing of the Company's shares on the official list maintained by the UK Financial Services Authority and remove such shares from trading on the main market for listed securities of London Stock Exchange plc

The Board of Directors proposes that the annual general meeting would, with a 75 per cent majority, resolve to authorise the Board of Directors to cancel the listing of the Company's shares on the official list maintained by the UK Financial Services Authority and remove such shares from trading on the main market for listed securities of London Stock Exchange plc.

17. Resolution to amend the Articles of Association

The Board of Directors proposes that the annual general meeting would, with a 75 per cent majority, resolve to amend the Articles of Association of the Company.

The resolution to amend the Articles of Association shall be conditional upon the completion of the cancellation of the listing of the Company's shares on the official list maintained by the UK Financial Services Authority and removing such shares from trading on the main market for listed securities of London Stock Exchange plc referred to in Section 16 above.

The main content of the proposed amendments to the Articles of Association is as follows:

1. The reference to the registration date is removed from Article 4§ of the Articles of Association;

2. The obligation to convene the general meeting upon resignation of a
board member is deleted from Article 5§ of the Articles of Association (5.1§); the requirement for a majority on the election of a board member is removed (5.2§); the requirement for the re-election of a board member in Article 5.4§ is deleted; Article 5.5§ on the deemed resignation of a board member is deleted;

3. Article 6§ on the restrictions on the borrowing powers of the Board is deleted;

4. The numbering of Article 7§ 'Managing Director' is changed to 6§;

5. Article 8§ on the Board committees is deleted;

6. Technical amendments are made to Article 9§; the numbering of Article 9§ concerning representation of the Company is changed to 7§;

7.  The provision in Article 10§ on the term of the auditor is amended so that the term will expire at the conclusion of the annual general meeting following such appointment; the numbering of Article 10§ 'Auditors of the Company' is changed to 8§;

8. The numbering of Article 11§ 'Accounting Period' is changed to 9§;

9. The provision in Article 12§ on the manner in which a notice to the
general meeting may be published is amended whereby such notice must be published on the website of the Company and that the Board of Directors may publish the notice or an announcement thereon in one or several newspapers; the numbering of Article 12§ 'Convening the General Meeting' is changed to 10§;

10. Technical amendments are made to Article 13§; the numbering of Article 13§ 'Annual General Meeting' is changed to 11§;

11. Article 14§ on the deviation from the pre-emptive rights of the shareholders is deleted;

12. Article 15§ on disclosure notices is deleted.

18. Resolution on a share issue to the Company without consideration

The Board of Directors proposes that the annual general meeting would decide on a share issue to the Company without consideration. The number of the new shares issued would be 190,615,000.

19. Resolution to authorise the Board of Directors to resolve on the conveyance of the treasury shares

The Board of Directors proposes that the annual general meeting would, with a 75 per cent majority, resolve to authorise the Board of Directors to decide on the conveyance, in one or several transactions, of a maximum of 190,615,000 of the treasury shares.

The shares held by the Company may be conveyed to the Company's shareholders in proportion to their present holding or by waiving the pre-emptive subscription rights of the shareholders, if there is a weighty financial reason for the Company.

The shares may be conveyed for or without consideration in order to develop the capital structure of the Company or to finance or carry out future acquisitions, investments or other arrangements related to the Company's business or as part of the Company's personnel incentive program. However, the shares may not be conveyed in any debt to equity conversion in accordance with the potential corporate reorganisation plan of the Company. The consideration, if any, paid in connection with the conveyance of the treasury shares shall be recorded in the reserve for invested unrestricted equity.

The Board of Directors shall decide on other matters related to the conveyance of the treasury shares.  The share conveyance authorisation is proposed to be valid until 11 June 2019.

20. Resolution to authorise the Board of Directors to resolve on the repurchase of the treasury shares

The Board of Directors proposes that the annual general meeting would resolve to authorise the Board of Directors to decide on the repurchase of the treasury shares on the following conditions:

By virtue of the authorisation, the Board of Directors is entitled to decide on the repurchase, in one or several transactions, of a maximum of 190,615,000 of the treasury shares. The proposed number of shares corresponds to less than 10 per cent of all the shares in the Company.

Treasury shares shall be repurchased in proportion other than that of holdings of the shareholders and by using the non-restricted equity. The shares shall be acquired through public trading at the share price prevailing at the time of acquisition. The maximum price payable for any repurchased share shall be the higher of:

i. an amount equal to 5 per cent above the average closing price of such shares for the five business days prior to the date of purchase; or
ii. an amount equal to the higher of the last independent trade and the highest current independent bid.

The above-mentioned conditions on the maximum price payable for any repurchased share shall be applied to the trading of the Company's share on the stock exchange on which treasury shares are acquired.

The shares shall be repurchased in order to develop the capital structure of the Company or to finance or carry out future acquisitions, investments or other arrangements related to the Company's business or as part of the Company's personnel incentive program.

Treasury shares acquired to the Company may be held, cancelled or conveyed. The authorisation shall also include the right to take the treasury shares as pledge to secure the potential receivables of the Company.

The Board of Directors shall decide on other matters related to the repurchase of the treasury shares.

The repurchase authorisation is proposed to be valid until 11 December 2015.

21. Closing of the meeting



B. DOCUMENTS OF THE ANNUAL GENERAL MEETING

This notice, the proposals of the Board of Directors on the agenda of the annual general meeting as well as the Company's annual accounts; the related review of the Board of Directors and the related auditor's report for the year ended 31 December 2013 are available on the Company's website at www.talvivaara.com/agm- 2014. The proposals of the Board of Directors and the other above-mentioned documents will also be available at the meeting. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the annual general meeting will be available on the above-mentioned website as from 26 June 2014.

C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING

1. Shareholders registered in the shareholders' register

Each shareholder, who is registered on 2 June 2014 in the shareholders' register of the Company held by Euroclear Finland Ltd, has the right to participate in the annual general meeting. A shareholder, whose shares are registered on his/her personal Finnish book-entry account, is registered in the shareholders' register of the Company.

A shareholder, who is registered in the shareholders' register of the Company and who wants to participate in the annual general meeting, shall register for the meeting no later than 4:00 p.m. (Finnish time) on 9 June 2014 by giving a prior notice of participation. The notice has to be received by the Company before the end of the registration period. Such notice can be given:

(a)                  on the Company's website www.talvivaara.com/home;
(b)                  by e-mail to the address agm@talvivaara.com;
(c)                  by telefax to the number +358 20 712 9801; or
(d)                  by regular mail to the Company's address, Ahventie 4 B,
5th floor, FI-02170 Espoo, Finland.

In connection with the registration, a shareholder shall notify his/her name, personal identification number/business identity code, address, telephone number and the name of a possible assistant or proxy representative and the personal identification number of a proxy representative. The personal data given to the Company is used only in connection with the annual general meeting and with the processing of related registrations. The shareholder, his/her authorised
representative or proxy representative shall, where necessary, be able to prove his/her identity and/or right of representation.

2. Holders of nominee registered shares

A holder of nominee registered shares has the right to participate in the annual general meeting by virtue of such shares, based on which he/she on the record date of the annual general meeting, i.e. on 2 June 2014, would be entitled to be registered in the shareholders' register of the Company held by Euroclear Finland Ltd. The right to participate in the annual general meeting requires, in addition, that the shareholder on the basis of such shares has been registered into the temporary shareholders' register held by Euroclear Finland Ltd at the latest on 9 June 2014 by 10:00 a.m. (Finnish time). As regards nominee registered shares this constitutes due registration for the annual general meeting.

A holder of nominee registered shares is advised to request without delay necessary instructions regarding the registration in the temporary shareholder's register of the Company, the issuing of proxy documents and the registration for the annual general meeting from his/her custodian bank. The account operator of the custodian bank has to register a holder of nominee registered shares, who wants to participate in the annual general meeting, into the temporary shareholders' register of the Company at the latest by the time stated above.

3. Proxy representative and powers of attorney

A shareholder may participate in the annual general meeting and exercise his/her rights at the meeting by way of proxy representation. A proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate his/her right to represent the shareholder at the annual general meeting. When a shareholder participates in the annual general meeting by means of several proxy representatives representing the shareholder with shares at different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration for the annual general meeting.

Possible proxy documents should be delivered in originals to the Company at the Company's address given above before the last date for registration.

4. Other instructions and information

Pursuant to Chapter 5, Section 25 of the Finnish Companies Act, a shareholder who is present at the annual general meeting has the right to request information with respect to the matters to be considered at the meeting.

On the date of this notice to the annual general meeting, 13 May 2014, the total number of shares and votes in the Company is 1,906,167,480.

The annual general meeting will be held in the Finnish language, but questions can also be presented in the English language.

Espoo, Finland, on 13 May 2014


Talvivaara Mining Company Plc

The Board of Directors



NOTICE OF THE ANNUAL GENERAL MEETING 14.5.2014:
http://hugin.info/136227/R/1785241/612039.pdf



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